United States District Court, D. Massachusetts
ORDER ON MOTION TO DISMISS (DOC. NO. 8)
SOROKIN UNITED STATES DISTRICT JUDGE.
Foods Inc. (“Noble Foods”) has sued Woodland
Partners, Inc. (“Woodland”) for breach of a
contract involving the sale of eggs. Noble Foods alleges that
it did not receive payment for multiple shipments of eggs to
Woodland because of an email hack which convinced Woodland to
deposit the money into a different bank account. Noble Foods
now seeks to recover the money it would have received for
those shipments of eggs. Woodland filed a motion to dismiss,
which Noble Foods opposed. For the reasons set forth below,
the motion to dismiss, Doc. No. 8, is ALLOWED IN PART and
DENIED IN PART.
facts are drawn from the allegations in the complaint, in
accordance with the standard applicable to motions to
Foods is a nationwide supplier of organic and free-range
eggs. Doc. No. 1 ¶ 5. In early 2017, Woodland began
purchasing eggs from Noble Foods for distribution in
supermarkets. Id. ¶ 6. At the commencement of
the parties' relationship, Woodland required Noble Foods
to enter into an ACH Agreement which governed the payment
system to be used for Woodland to purchase the eggs from
Noble Foods. Id. The ACH Agreement specifies a bank
account belonging to Noble Foods and authorizes Woodland to
make deposits into that account for payment of invoices.
Id. ¶ 10. The bank account specified is a
Rabobank account in California. Id. Additionally,
the ACH Agreement states that it will remain in effect until
written notice of termination is provided and that Noble
Foods shall provide such information “in the format
requested by [Woodland].” Id. ¶ 12.
Finally, the ACH Agreement contains a blank box which had to
be checked if and when Noble Foods requested a change under
the agreement, including the bank account used. Id.
¶ 13. From January 2017 until March 2018, Woodland paid
all invoices to Noble Foods' Rabobank account.
Id. ¶ 14.
March 9, 2018, a Woodland employee, Michelle Hassan, received
an email from “what appeared to be the e-mail account
of Paul Mensing, a Noble Foods Senior Revenue Deductions
Analyst.” Id. ¶ 15. The email stated that
the bank account Noble Foods had been using had “been
placed on hold due to a dud check” and purported to
attach Noble Foods' “newly updated company bank
account info for receiving payments via ACH.”
Id. Three days later, Ms. Hassan responded to the
email noting that the bank account information had not
actually been attached and asked for Noble Foods to complete
a new ACH Agreement, which she attached to her email.
Id. ¶ 16.
same day, Ms. Hassan received a response in the form of a
letter which provided new ACH instructions, rather than a
completed version of the ACH Agreement she had sent.
Id. ¶¶ 17-18. These new instructions
directed Woodland to make all future payments into a Suntrust
Bank in Florida. Id. ¶ 18. Additionally, Noble
Foods' address was printed incorrectly on this letter;
most notably, the address listed the city as
“Francisco, ” rather than “San
Francisco.” Id. At least one additional
typographical error appeared in the letter and the letter was
not personally addressed or signed. Id. Woodland
neither required Noble Foods to complete a new ACH Agreement
nor followed up with a telephone call to determine whether
the requested bank account change was in fact authorized.
Id. ¶ 19.
between March 14, 2018 and May 22, 2018, Woodland made nine
payments totaling $972, 521.35 into the Suntrust Bank
account. Id. ¶ 20. “Noble Foods
discovered the fraud after contacting Woodland about its
delinquent account.” Id. ¶ 21. To date,
Woodland has not paid Noble Foods any of the $972, 521.35.
Id. ¶ 23.
Foods brought a three-count complaint alleging breach of
contract (Count I), negligence in the performance of the
contract (Count II), and unjust enrichment (Count III).
Woodland moved to dismiss all three counts for failure to
state a claim. Doc. No. 8. Noble Foods opposed. Doc. No. 17.
The Court heard arguments from the parties on June 27, 2019.
survive a motion to dismiss under Rule 12(b)(6), a complaint
must contain sufficient factual allegations to “state a
claim to relief that is plausible on its face.”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570
(2007)). In evaluating a complaint, the court must accept all
factual allegations in the complaint as true and construe all
reasonable inferences in the plaintiff's favor.
Watterson v. Page, 987 F.2d 1, 3 (1st Cir. 1993). A
complaint must be dismissed for failure to state a claim when
it lacks “factual allegations, either direct or
inferential, respecting each material element necessary to
sustain recovery under some actionable legal theory.”
Berner v. Delahanty, 129 F.3d 20, 25 (1st Cir.
asks the Court to consider an affidavit submitted in a
related forfeiture action by an FBI agent who is involved in
the ongoing investigation into the hack of Noble Foods'
system. Doc. No. 9 at 3 n.1. Noble Foods objects to the
Court's consideration of the FBI affidavit on the motion
to dismiss. Doc. No. 17 at 5. Accordingly, the ...